FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Green Jeffrey Terry
2. Issuer Name and Ticker or Trading Symbol

Trade Desk, Inc. [ TTD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O THE TRADE DESK, INC., 42 NORTH CHESTNUT STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

10/6/2021
(Street)

VENTURA, CA 93001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $68.29 10/6/2021  A   19200000     (1)(2)10/6/2031 Class A Common Stock 19200000 $0.00 19200000 D  

Explanation of Responses:
(1) The shares subject to the option vest in eight tranches over a ten-year term beginning on October 6, 2021, (the "Grant Date"), and ending on October 6, 2031, (i) if the closing price of Issuer's Class A Common Stock measured over any 30-consecutive-trading-day period equals or exceeds $90.00, $115.00, $145.00, $185.00, $225.00, $260.00, $300.00 or $340.00, respectively, and (ii) for the first four years following the Grant Date, subject to continued service as the Issuer's Chief Executive Officer as of the applicable vesting date, and thereafter subject to continued service for the Issuer as of the applicable vesting date as Chief Executive Officer or in another role to be determined by the board of directors.
(2) The number of awards shown is at the highest level, with the target level being an aggregate of 16,000,000 shares; the actual number of shares of Class A Common Stock issuable upon vesting is subject to adjustment based on the greatest result of three tests tied to the stock price of the Issuer's Class A Common Stock relative to performance of the companies comprising the Nasdaq-100 Index as of the Grant Date, and may range from 80% to 120% of the target level (12,800,000 to 19,200,000 shares in the aggregate).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Green Jeffrey Terry
C/O THE TRADE DESK, INC.
42 NORTH CHESTNUT STREET
VENTURA, CA 93001
XXPresident and CEO

Signatures
/s/ Jeffrey Terry Green10/8/2021
**Signature of Reporting PersonDate

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